Exhibit 10.11


 


AMENDED
AND RESTATED SECURITY AGREEMENT


(LEASE
NO. 2)


 


THIS
AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”) is entered into as of June 30,
2008, by FS PATRIOT LLC, a
Maryland limited liability company, FS
COMMONWEALTH LLC, a Maryland limited liability company, FS TENANT HOLDING COMPANY TRUST, a Maryland
business trust, and FS TENANT POOL III TRUST,
a Maryland business trust (collectively, “Tenant”), and CCC FINANCING I TRUST, a Maryland business
trust, CCC OF KENTUCKY TRUST, a
Maryland business trust, CCC OHIO HEALTHCARE
TRUST, a Maryland business trust, CCC
PUEBLO NORTE TRUST, a Maryland business trust, CCC INVESTMENTS I, L.L.C., a Delaware
limited liability company, CCCP SENIOR LIVING
LLC, a Delaware limited liability company, CCDE SENIOR LIVING LLC, a Delaware limited
liability company, CCFL SENIOR LIVING LLC,
a Delaware limited liability company, CCOP
SENIOR LIVING LLC, a Delaware limited liability company, CCSL SENIOR LIVING LLC, a Delaware limited
liability company, LTJ SENIOR COMMUNITIES LLC,
a Delaware limited liability company, CCC
FINANCING LIMITED, L.P., a Delaware limited partnership, CCC RETIREMENT COMMUNITIES II, L.P., a
Delaware partnership, HRES1 PROPERTIES TRUST,
a Maryland real estate investment trust, LEISURE
PARK VENTURE LIMITED PARTNERSHIP, a Delaware limited partnership,
and PANTHER HOLDINGS LEVEL I, L.P.,
a Delaware limited partnership (together with their successors and assigns,
collectively, the “Secured Parties”).


 


W  I  T  N
E  S  S  E  T  H:


 


WHEREAS, certain
entities comprising the Secured Parties and FS Tenant Holding Company Trust and FS Tenant Pool III
Trust (collectively, “Sunrise Tenant”), are parties to that certain Amended Master Lease Agreement, dated as of January 11,
2002, as the same has been amended to date (as so amended, the “Original
Sunrise Lease”); and


 


WHEREAS, the Sunrise Tenant executed that certain Security Agreement, dated as
of January 11, 2002, for the benefit of certain entities comprising the
Secured Parties in connection with the Original Sunrise Lease (the “Original
Sunrise Security Agreement”); and


 


WHEREAS, certain other
entities comprising the Secured Parties and FS Commonwealth LLC and FS Patriot LLC (collectively, “Rehab Tenant”) are
parties to that certain Amended and Restated Master Lease Agreement, dated as
of October


 

















 


1, 2006, as the same has
been amended to date (as so amended, the “Original Rehabilitation Hospital
Lease” and, together with the Original Sunrise Lease, collectively, the “Original
Leases”); and


 


WHEREAS, the Rehab Tenant executed that certain Amended and Restated Security
Agreement, dated as of October 1, 2006, for the benefit of certain
entities comprising the Secured Parties in connection with the Original
Rehabilitation Hospital Lease (the “Original Rehab Security Agreement” and, together with the Original Sunrise
Lease, collectively, the “Original Security Agreements”); and


 


WHEREAS, the Secured
Parties and Tenant are amending, restating and consolidating the Original
Leases into a single lease, which shall be named the Amended and Restated Master Lease
Agreement (Lease No. 2), (the “Amended Lease No. 2”);


 


WHEREAS, the Secured Parties and Tenant wish to amend, restate and consolidate the
Original Security Agreements into one Security Agreement which grants to
the Secured Parties a first and perfected lien and security interest in the
Collateral (as hereinafter defined) as
security for the payment and performance of the Obligations (as hereinafter
defined);


 


NOW,
THEREFORE, in
consideration of the mutual covenants herein contained and other good and
valuable consideration, the mutual receipt and legal sufficiency of which are
hereby acknowledged, Tenant and the Secured Parties hereby agree that the
Original Security Agreements are hereby amended, restated and consolidated
effective as of the date hereof, to read as follows:


 


Section 1.    Definitions.  As used in
this Agreement, the following terms shall have the meanings specified
below.  Except as otherwise defined,
terms defined in the Uniform Commercial Code and used herein without definition
shall have the meanings given such terms in the Uniform Commercial Code.


 


“Affiliated
Person” shall
have the meaning given such term in the Amended Lease No. 2.


 


“Amended
Lease No. 2” shall have the meaning given such term in the recitals to this
Agreement.


 


“Business
Day” shall
have the meaning given such term in the Amended Lease No. 2.


 


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“Collateral” shall mean all of Tenant’s right, title
and interest in and under or arising out of all and any personal property,
intangibles and fixtures of any type or description (other than Excluded
Collateral), wherever located and now existing or hereafter arising, or which
constitute or arise from the operation, maintenance or repair of the Leased
Property or any portion thereof, together with any and all additions and
accessions thereto and replacements, products, proceeds (including, without
limitation, proceeds of insurance) and supporting obligations thereof,
including, but not limited to, the following:


 


(a)                                  all goods, including, without limitation, all
Equipment; and


 


(b)                                 all General Intangibles; and


 


(c)                                  all other personal property or fixtures
of any nature whatsoever which relate to the operation, maintenance or repair
of the Leased Property, or any portion thereof, and all property from time to
time described in any financing statement signed by Tenant naming the Secured
Parties as secured parties; and


 


(d)                                 all claims, rights, powers or privileges and remedies
relating to the foregoing or arising in connection therewith, including,
without limitation, all Licenses and Permits which Tenant legally may grant a
security interest in, rights to make determinations, to exercise any election
(including, but not limited to, election of remedies) or option or to give or
receive any notice, consent, waiver or approval; all liens, security,
guaranties, endorsements, warranties and indemnities and all insurance, eminent
domain and condemnation awards and claims therefor relating thereto or arising
in connection therewith; all rights to property forming the subject matter of
any of the foregoing, including, without limitation, rights to stoppage in
transit and rights to returned or repossessed property; all writings relating
to the foregoing or arising in connection therewith; and


 


(e)                                  all contract rights, general intangibles
and other property rights of any nature whatsoever arising out of or in
connection with any of the foregoing (other than Excluded Collateral),
including, without limitation, payments due or to become due, whether as 


 


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repayments,
reimbursements, contractual obligations, indemnities, damages or otherwise.


 


“Equipment” shall mean all buildings, structures,
improvements, fixtures and items of machinery, equipment and other tangible
personal property which constitute, arise from or relate to the operation,
maintenance or repair of the Leased Property or any portion thereof, together
with all repairs, replacements, improvements, substitutions, extensions or
renewals thereof or additions thereto, all parts, additions and accessories
incorporated therein or affixed thereto, and all “equipment” as such term is
defined in the Uniform Commercial Code, and all cash and non-cash proceeds
therefrom.


 


“Event
of Default” shall
have the meaning given such term in Section 6.


 


“Excluded
Collateral”
shall mean (a) all Accounts of Tenant,
(b) all Deposit Accounts and Securities Accounts of Tenant, (c) all
Chattel Paper of Tenant, (d) all General Intangibles relating to such
Accounts or Chattel Paper, (e) all Support Obligations relating to any of
the foregoing, (f) all Instruments or Investment Property evidencing or
arising from any Accounts or Chattel Paper, (g) all documents, books,
records or other information pertaining to any of the foregoing (including,
without limitation, customer lists, credit files, computer programs, printouts,
tapes, discs, punch cards, data processing software and other computer
materials and records and related property and rights), (h) all accessions
to, substitutions for, and all replacements, products and proceeds of the
foregoing (including without limitation, proceeds of insurance policies
insuring any of the foregoing) and (i) any of the sublease agreements
relating to the Leased Property under which Tenant is a party.


 


“Facilities” shall have the meaning given such term
in the Amended Lease No. 2.


 


“General
Intangibles” shall
mean all present and future general intangibles and contract rights (other than
Excluded Collateral) which constitute, arise from or relate to the operation,
maintenance or repair of the Leased Property, or any portion thereof,
including, but not limited to, all causes of action, corporate or business
records, inventions, designs, patents, patent applications, trademarks,
trademark registrations and applications therefor, goodwill, trade names, trade
secrets, trade processes, copyrights, copyright registrations and applications
therefor, franchises, customer 


 


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lists, computer programs, claims under guaranties, tax
refund claims, rights and claims against carriers and shippers, leases, claims
under insurance policies, all rights to indemnification and all other
intangible personal property of every kind and nature which constitutes, arises
from or relates to the operation, maintenance or repair of the Leased Property,
or any portion thereof.


 


“Instrument” shall have the meaning give such term in
Article 9 of the Uniform Commercial Code.


 


“Leased
Property”
shall have the meaning given such term in the Amended Lease No. 2.


 


“Legal
Requirements”
shall have the meaning given such term in the Amended Lease No. 2.


 


“Licenses” shall mean all certificates of need (if
any), licenses, permits, rights of use, covenants or rights otherwise
benefiting or permitting the use and operation of each applicable Property or
any part thereof pertaining to the operation, maintenance or repair of such
Property or any portion thereof.


 


“Obligations” shall mean each and every
obligation and liability of Tenant to the Secured Parties, whether existing as
of the date hereof or hereafter arising, under the Original Leases or the
Amended Lease No. 2 or any other document or agreement executed and
delivered pursuant thereto, including, without limitation, the payment of the
rent and the payment and performance of each and every other obligation of
Tenant to the Secured Parties, whether existing as of the date hereof or
hereafter arising, whether direct or indirect, absolute or contingent, due or
to become due under the Original Leases or the Amended Lease No. 2.


 


“Original Leases” shall have the
meaning given such term in the recitals to this Agreement.


 


“Overdue Rate” shall have the
meaning given to such term in the Amended Lease No. 2.


 


“Permits” shall mean all permits, approvals,
consents, waivers, exemptions, variances, franchises, orders, authorizations,
rights and licenses obtained or hereafter obtained from any federal, state or
other governmental authority or agency relating to the operation, maintenance
or repair, of each applicable Property, or any portion thereof.


 


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“Person”
shall have the
meaning given such term in the Amended Lease No. 2.


 


“Property” shall have the meaning given such term
in the Amended Lease No. 2.


 


“Rent” shall have the meaning given such term
in the Amended Lease No. 2.


 


“Secured
Parties” shall have the meaning given such term in the
preamble to this Agreement.


 


“Tenant”
shall have the meaning given such term in the preamble to this Agreement.


 


“Uniform
Commercial Code” means Article 9 of the Uniform Commercial Code as in effect in the
Commonwealth of Massachusetts from time to time.


 


Section 2.    Security Interest.  As security
for the prompt payment and performance of all the Obligations, Tenant hereby
grants, pledges, transfers and assigns to the Secured Parties, their successors
and assigns and all other holders from time to time of the Obligations, a
continuing security interest under the Uniform Commercial Code from time to
time in effect in the jurisdiction in which any of the Collateral is located in
and a continuing lien upon all of Tenant’s right, title and interest in the
Collateral, together with any and all additions thereto and replacements,
products and proceeds thereof, whether now existing or hereafter arising or
acquired and wherever located.


 


Section 3.    General Representations,
Warranties and  Covenants.  Tenant
represents, warrants and covenants, which representations, warranties and
covenants shall survive execution and delivery of this Agreement, as follows:


 


(a)           Each
of the warranties and representations of Tenant contained herein, in the
Amended Lease No. 2 or in any other document executed in connection
herewith or therewith are true and correct on the date hereof.


 


(b)           Except
for the lien granted to the Secured Parties pursuant to this Agreement and any
liens permitted under the Amended Lease No. 2, Tenant is, and as to the
Collateral acquired from time to time after the date hereof Tenant will be, the
owner of all the Collateral free from any lien, security interest, encumbrance
or other right, title or interest of any Person, except for the security
interest of the Secured Parties therein, and Tenant shall defend the Collateral
against all 


 


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claims and demands of all
Persons at any time claiming the same or any interest therein adverse to the
Secured Parties.  The lien granted in
this Agreement by Tenant to the Secured Parties in the Collateral is not
prohibited by and does not constitute a default under any agreements or other
instruments constituting a part of the Collateral, and no consent is required
of any Person to effect such lien which has not been obtained.


 


(c)           Except
as permitted under the Amended Lease No. 2, there is no financing
statement (or similar statement or instrument of registration under the law of
any jurisdiction) now on file or registered in any public office covering any
interest of any kind in the Collateral, or intended so to be, which has not
been terminated, and so long as this Agreement remains in effect or any of the
Obligations or any obligations of any Affiliated Person of Tenant to the
Secured Parties remain unpaid, Tenant will not execute and there will not be on
file in any public office any financing statement (or similar statement or
instrument of registration under the law of any jurisdiction) or  statements relating to the Collateral, except
financing statements filed or to be filed in respect of and covering the
security interest of the Secured Parties.


 


(d)           The
chief executive office and the principal place of business of each of the
Entities comprising Tenant are as set forth in Schedule 1 and none of
such Entities will move its chief executive office or establish any other
principal place of business except to such new location as such Entity may
establish in accordance with this Section 3(d). The location of
each Facility comprising a portion of the Leased Property is as set forth in Schedule
2.  The originals of all documents
evidencing Collateral and the only original books of account and records of
each of the Entities comprising Tenant relating thereto are, and will continue
to be, kept at such chief executive office or the applicable Facility, as the
case may be, or at such new location as such Entity may establish in accordance
with this Section 3(d).  None
of the Entities comprising Tenant shall move its chief executive office or
establish any other principal place of business until (i) such Entity
shall have given to the Secured Parties not less than ten (10) days’ prior
written notice of its intention to do so, which notice shall clearly describe
such new location and provide such other information in connection therewith as
the Secured Parties may reasonably request, and (ii) with respect to such
new location, such Entity shall have taken such action, satisfactory to the
Secured Parties (including, without limitation, all action required by Section 5),
to maintain the security interest of the Secured Parties in the Collateral.


 


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(e)           All tangible personal property owned on
the date hereof by Tenant to be used in connection with the operation or
maintenance of the Leased Property, or any portion thereof, is located at each
applicable Property or is in transit to such Property from the vendor
thereof.  Tenant agrees that (i) all
such property held by Tenant on the date hereof, once at each applicable
Property, shall remain at such Property and (ii) all such property
subsequently acquired by Tenant shall immediately upon acquisition be
transferred to and remain at the applicable Property.


 


(f)            The corporate name and organizational
identification number of each of the Entities comprising Tenant are as set
forth on the signature page hereto. 
The name under which each of the Facilities is operated is set forth on Schedule
2.  Tenant shall not (i) change
such name without providing the Secured Parties with thirty (30) days’ prior
written notice and making all filings and taking all such other actions as the
Secured Parties determines are necessary or appropriate to continue or perfect
the security interest granted hereunder, (ii) change its corporate
organizational number, nor (iii) conduct its business in any other name or
take title to any Collateral in any other name while this Agreement remains in
effect.  Except as otherwise set forth on
Schedule 1, Tenant has not had any other name nor conducted business in
any other name in any jurisdiction.  The
organizational structure of Tenant is as set forth in the preamble to this
Agreement.  Subject to the terms and
conditions of the Amended Lease No. 2, Tenant shall not change its
organizational structure or jurisdiction of organization without giving at
least thirty (30) days’ prior written notice thereof to the Secured Parties.


 


(g)           The Secured Parties are authorized (but
are under no obligation) to make, upon ten (10) Business Days’ notice to
Tenant (except in the case of exigent circumstances, in which circumstances
upon such notice, if any, as may then be reasonably practical), any payments
which in the Secured Parties’ opinion are necessary to:


 


(i)            discharge any liens which have or may
take priority over the lien hereof; and


 


(ii)           pay all premiums payable on the insurance
policies referred to in the Amended Lease No. 2 or any other document or
agreement executed in connection therewith or herewith, upon the failure of
Tenant to make such payments within the time permitted therein.


 


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Tenant
shall have no claim against the Secured Parties by reason of its decision not
to make any payments or perform such obligations permitted under this Section 3(g).  Tenant shall repay to the Secured Parties any
sums paid by the Secured Parties upon demand. 
Any sums paid and expenses incurred by the Secured Parties pursuant to
this paragraph shall bear interest at the Overdue Rate.


 


(h)           If
any of the Collateral at any time becomes evidenced by an Instrument, Tenant
shall promptly deliver such Instrument to the Secured Parties, appropriately
endorsed to the order of the Secured Parties, to be held pursuant to this
Agreement.


 


(i)            Tenant
shall not sell, transfer, change the registration, if any, of, dispose of,
attempt to dispose of, or substantially modify or abandon the Collateral or any
material part thereof, other than as permitted under the Amended Lease No. 2,
without the prior written consent of the Secured Parties.  Except as permitted under the Amended Lease No. 2,
Tenant shall not create, incur, assume or suffer to exist any lien upon any of
the Collateral without the prior written consent of the Secured Parties.


 


(j)            Tenant
shall not assert against the Secured Parties any claim or defense which Tenant
may have against any seller of the Collateral or any part thereof or against
any Person with respect to the Collateral or any part thereof.


 


(k)           Tenant
shall, upon demand, pay to the Secured Parties the amount of any and all
reasonable expenses, including the reasonable fees and expenses of its counsel
and of any experts and agents, which the Secured Parties may incur in
connection with (i) the administration of this Agreement, (ii) the
custody or  preservation of, or the sale
of, collection from, or other realization upon, any of the Collateral, (iii) the
exercise or enforcement of any of the rights of the Secured Parties hereunder
and under such other agreements or (iv) the failure by Tenant to perform
or observe any of the provisions hereof.


 


(l)            Tenant
shall indemnify and hold harmless the Secured Parties from and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind and nature whatsoever which
may be imposed on, incurred by or asserted against the Secured Parties in any
way relating to or arising out of this Agreement or arising out of Tenant’s
obligations 


 


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under any other documents
contemplated by or referred to herein or therein or the transactions contemplated
hereby or thereby or the enforcement of any of the terms hereof or of any such
other documents.


 


Section 4.    Special
Provisions Concerning Equipment.  Tenant shall
not impair the rights of the Secured Parties in the Equipment.  Regardless of the manner of the affixation of
any Equipment to real property, the Equipment so attached shall at all times
constitute and remain personal property. 
Tenant retains all liability and responsibility in connection with the
Equipment and the liability of Tenant to pay the Obligations shall in no way be
affected or diminished by reason of the fact that such Equipment may be lost,
destroyed, stolen or damaged or for any reason whatsoever have become
unavailable to Tenant.  Upon the request
of the Secured Parties, Tenant shall provide to the Secured Parties a current
list of Equipment.


 


Section 5.    Financing
Statements; Documentary Stamp Taxes.


 


(a)           Tenant
shall, at its own expense, make, execute, endorse, acknowledge, file and/or
deliver to the Secured Parties from time to time such lists, descriptions and
designations of inventory, warehouse receipts, bills of lading, documents of
title, vouchers, invoices, schedules, confirmatory assignments, conveyances,
financing statements, transfer endorsements, powers of attorney, certificates,
reports and other assurances or instruments and take such further steps
relating to the Collateral and other property or rights covered by the security
interest hereby granted, which the Secured Parties reasonably deem appropriate or
advisable to perfect, preserve or protect their security interest in the
Collateral.  Tenant authorizes the
Secured Parties to file any such financing statements without the signature of
Tenant and Tenant will pay all applicable filing fees and related expenses.  To the extent permitted by law, a carbon,
photographic or other reproduction of this Agreement or a financing statement
shall be sufficient as a financing statement.


 


(b)           Tenant
shall procure, pay for, affix to any and all documents and cancel any
documentary tax stamps required by and in accordance with, applicable law, and
Tenant shall indemnify and hold harmless the Secured Parties from and against
any liability  (including interest and
penalties) in respect of such documentary stamp taxes.


 


Section 6.    Event of Default.    For purposes of this Agreement, the term “Event
of Default” shall mean (a) the 


 


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occurrence of an Event of Default under the Amended
Lease No. 2 or any document or agreement executed in connection therewith;
(b) the failure of Tenant to comply with any of its covenants or
obligations under this Agreement and the continuance thereof for a period of
ten (10) Business Days after written notice thereof; (c) any
representation or warranty contained herein or made by Tenant in connection
herewith shall prove to have been false or misleading in any material respect
when made; or (d) the occurrence of any default or event of default under
any document, instrument or agreement evidencing the Obligations.


 


Section 7.    Remedies.


 


(a)           Upon the occurrence and during the
continuance of an Event of Default, in addition to any rights and remedies now
or hereafter granted under applicable law, under the Amended Lease No. 2
or under any other documents or agreements entered into in connection herewith
or therewith, and not by way of limitation of any such rights and remedies, the
Secured Parties shall have all of the rights and remedies of a secured party
under the Uniform Commercial Code as enacted in any applicable jurisdiction,
and the right, without notice to, or assent by, Tenant, in the name of Tenant
or, subject to any limitations imposed by applicable Legal Requirements, in the
name of the Secured Parties or otherwise:


 


(i)                with respect to the General Intangibles
to ask for, demand, collect, receive, compound and give acquittance therefor or
any part thereof, to extend the time of payment of, compromise or settle for
cash, credit or otherwise, and upon any terms and conditions, any thereof, to
exercise and enforce any rights and remedies in respect thereof, and to file
any claims, commence, maintain or discontinue any actions, suits or other
proceedings deemed by the Secured Parties necessary or advisable for the
purpose of collecting or enforcing payment and performance thereof;


 


(ii)               to take possession of any or all of the
Collateral and to use, hold, store, operate, merge and/or control the same and
to exclude Tenant and all Persons claiming under it wholly or partly therefrom,
and, for that purpose, to enter, with the aid and assistance of any Person or
Persons and with or without legal process, any premises where the Collateral,
or any part 


 


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thereof, are, or
may be, placed or assembled, and to remove any such Collateral;


 


(iii)                                         from time to time, at the expense of Tenant, to make
all such repairs, replacements, alterations, additions and improvements to and
of the Collateral as the Secured Parties may reasonably deem proper; to carry on
the business and to exercise all rights and powers of Tenant in respect to the
Collateral, as the Secured Parties shall deem best, including the right to
enter into any and all such agreements with respect to the leasing, management
and/or operation of the Collateral or any part thereof as the Secured Parties
may see fit; to collect and receive all rents, issues, profits, fees, revenues
and other income of the same and every part thereof which rents, issues,
profits, fees, revenues and other income may be applied to pay the expenses of
holding and operating the Collateral and of conducting the business thereof,
and of all maintenance, repairs, replacements, alterations, additions and
improvements, and to make all payments which the Secured Parties may be required
or may elect to make, if any, for taxes, assessments, insurance and other
charges upon the Collateral or any part thereof, and all other payments which
the Secured Parties may be required or authorized to make under any provision
of this Agreement (including, without limitation, reasonable legal costs and
attorneys’ fees);


 


(iv)                                        to execute any instrument and do all other things
necessary and proper to protect and preserve and realize upon the Collateral
and the other rights contemplated hereby;


 


(v)                                           upon notice to such effect, to require
Tenant to deliver, at Tenant’s expense, any or all Collateral which is
reasonably movable to the Secured Parties at a place designated by the Secured
Parties, and after delivery thereof Tenant shall have no further claim to or
interest in the Collateral; and


 


(vi)                                        without obligation to resort to other security, at any
time and from time to time, to sell, re-


 


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sell, assign and
deliver all or any of the Collateral, in one or more parcels at the same or
different times, and all right, title and interest, claim and demand therein
and right of redemption thereof, at public or private sale, for cash, upon
credit or for future delivery, and at such price or prices and on such terms as
the Secured Parties may determine, with the amounts realized from any such sale
to be applied to the Secured Obligations in the manner determined by the
Secured Parties.


 


Tenant
hereby agrees that all of the foregoing may be effected without demand,
advertisement or notice (except as hereinafter provided or as may be required
by law), all of which (except as hereinafter provided) are hereby expressly
waived, to the maximum extent permitted by law. 
The Secured Parties shall not be obligated to do any of the acts
hereinabove authorized and in the event that the Secured Parties elect to do
any such act, the Secured Parties shall not be responsible to Tenant.


 


(b)           Upon the occurrence and during the continuance of an
Event of Default, the Secured Parties may take legal proceedings for the
appointment of a receiver or receivers (to which the Secured Parties shall be
entitled as a matter of right) to take possession of the Collateral pending the
sale thereof pursuant either to the powers of sale granted by this Agreement or
to a judgment, order or decree made in any judicial proceeding for the
foreclosure or involving the enforcement of this Agreement.  If, after the exercise of any or all of such
rights and remedies, any of the Obligations shall remain unpaid or unsatisfied,
Tenant shall remain liable for any deficiency or performance thereof, as
applicable.


 


(c)           Upon any sale of any of the Collateral, whether made
under the power of sale hereby given or under judgment, order or decree in any
judicial proceeding for the foreclosure or involving the enforcement of this
Agreement:


 


(i)                the Secured Parties may bid for and purchase the property being sold
and, upon compliance with the terms of sale, may hold, retain and possess and
dispose of such property in its own absolute right without further
accountability, and may, in paying the purchase money therefor, deliver any
instruments evidencing the Obligations or agree to the satisfaction of all or a
portion of the Obligations in lieu of cash in payment of 


 


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the amount which
shall be payable thereon, and such instruments, in case the amounts so payable
thereon shall be less than the amount due thereon, shall be returned to the
Secured Parties after being appropriately stamped to show partial payment;


 


(ii)               the Secured Parties may make and deliver to the purchaser or purchasers
a good and sufficient deed, bill of sale and instrument of assignment and
transfer of the property sold;


 


(iii)              all
right, title, interest, claim and demand whatsoever, either at law or in equity
or  otherwise, of Tenant of, in and to
the property so sold shall be divested; such sale shall be a perpetual bar both
at law and in equity against Tenant, its successors and assigns, and against any
and all Persons claiming or who may claim the property sold or any part thereof
from, through or under Tenant, its successors or assigns;


 


(iv)                                        the receipt of the Secured Parties or of
the officers thereof making such sale shall be a sufficient discharge to the
purchaser or purchasers at such sale for his or their purchase money, and such
purchaser or purchasers, and his or their assigns or personal representatives,
shall not, after paying such purchase money and receiving such receipt of the
Secured Parties or of such officer therefor, be obliged to see to the
application of such purchase money or be in any way answerable for any loss,
misapplication or nonapplication thereof; and


 


(v)                                           to the extent that it may lawfully do so,
Tenant agrees that it will not at any time insist upon, or plead, or in any
manner whatsoever claim or take advantage of, any appraisement, valuation,
stay, extension or redemption laws, or any law permitting it to direct the
order in which the Collateral or any part thereof shall be sold, now or at any
time hereafter in force, which may delay, prevent or otherwise affect the
performance or enforcement of this Agreement or any other document, the Amended
Lease No. 2 or 


 


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any other document
or agreement entered into in connection herewith or therewith, and Tenant
hereby expressly waives all benefit or advantage of any such laws and covenants
that it will not hinder, delay or impede the execution of any power granted or
delegated to the Secured Parties in this Agreement, but will suffer and permit
the execution of every such power as though no such laws were in force.


 


In the
event of any sale of Collateral pursuant to this Section 7, the
Secured Parties shall, at least ten (10) days before such sale, give
Tenant written notice of its intention to sell, except that, if the Secured
Parties shall determine in their reasonable discretion that any of the
Collateral threatens to decline in value, any such sale may be made upon three (3) days’
written notice to Tenant, which time periods Tenant hereby agrees are
reasonable.


 


(d)           The Secured Parties are hereby irrevocably appointed
the true and lawful attorney-in-fact of Tenant in its name and stead, to make
all necessary deeds, bills of sale and instruments of assignment and transfer
of the property sold pursuant to this Section 7 and for such other
purposes as are necessary or desirable to effectuate the provisions of this
Agreement, and for that purpose it may execute and deliver all necessary deeds,
bills of sale and instruments of assignment and transfer, and may substitute
one or more Persons with like power, Tenant hereby ratifying and confirming all
that its said attorney, or such substitute or substitutes, shall lawfully do by
virtue hereof.  If so requested by the
Secured Parties or by any purchaser, Tenant shall ratify and confirm any such
sale or transfer by executing and delivering to the Secured Parties or to such
purchaser all property, deeds, bills of sale, instruments or assignment and
transfer and releases as may be designated in any such request.


 


Section 8.    Application
of Moneys.  All moneys which the Secured Parties shall
receive pursuant hereto shall first be applied 
(to the extent thereof) to the payment of all reasonable costs and
expenses incurred in connection with the administration and enforcement of, or
the preservation of any rights under, this Agreement or the Amended Lease No. 2
(including, without limitation, the reasonable fees and disbursements of its
counsel and agents), and the balance, if any, shall be applied first to accrued
and unpaid interest, charges and fees on, and then to outstanding principal of,
any Obligations of Tenant (or its affiliates) to the Secured 


 


15

















 


Parties,
and then to any other amounts outstanding on any such Obligations and then as
required by law to any other parties having an interest therein.


 


Section 9.    Waivers,
Etc.  Tenant, on its own behalf and on behalf of
its successors and assigns, hereby waives presentment, demand, notice, protest
and, except as is otherwise specifically provided herein, all other demands and
notices in connection with this Agreement or the enforcement of the rights of
the Secured Parties hereunder or in connection with any Obligations or any
Collateral; waives all rights to require a marshaling of assets by the Secured
Parties; consents to and waives notice of (i) the substitution, release or
surrender of any Collateral, (ii) the addition or release of Persons
primarily or secondarily liable on any Obligation or on any Collateral, (iii) the
acceptance of partial payments on any Collateral and/or the settlement or
compromise thereof, (iv) any requirement of diligence or promptness on the
part of the Secured Parties in the enforcement of any rights in respect of any
Collateral or any other agreement or instrument directly or indirectly relating
thereto, and (v) any enforcement of any present or future agreement or
instrument relating directly or indirectly to the Collateral.  No delay or omission on the part of the
Secured Parties or any holder of Obligations in exercising any right hereunder
shall operate as a waiver of such right or of any other right hereunder.  No waiver of any such right on any one
occasion shall be construed as a bar to or waiver of any such right on any
future occasion.  No course of dealing
between Tenant and the Secured Parties or any holder of Obligations, nor any
failure to exercise, nor any delay in exercising, on the part of the Secured
Parties or any holder of Obligations, any right, power or privilege hereunder
or under any of the Obligations, shall operate as a waiver thereof; nor shall
any single or partial exercise of any right, power or privilege hereunder or
thereunder preclude any other or further exercise thereof, or the exercise of
any other right, power or privilege.


 


Tenant
further waives any right it may have under the constitution of any state or
commonwealth in which any of the Collateral may be located, or under the Constitution
of the United States of America, to notice (except for notice specifically
required hereby) or to a judicial hearing prior to the exercise of any right or
remedy provided by this Agreement to the Secured Parties, and waives its
rights, if any, to set aside or invalidate any sale duly consummated in
accordance with the foregoing  provisions
hereof on the grounds (if such be the case) that the sale was consummated
without a prior judicial hearing.  TENANT’S
WAIVERS UNDER THIS SECTION 9 HAVE BEEN MADE 


 


16

















 


VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER
TENANT HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEYS AS TO THE NATURE
THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS.


 


The
Secured Parties shall not be required to marshal any present or future security
for (including without limitation this Agreement and the Collateral pledged
hereunder), or guaranties of, the Obligations or any of them, or to resort to
such security or guaranties in any particular order; and all of the rights
hereunder and in respect of such securities and guaranties shall be cumulative
and in addition to all other rights, however existing or arising.  To the maximum extent permitted by applicable
law, Tenant hereby agrees that it will not invoke any law relating to the
marshalling of collateral which, might cause delay in or impede the enforcement
of the Secured Parties’ rights under this Agreement or under any other
instrument evidencing any of the Obligations or under which any of the
Obligations is outstanding or by which any of the Obligations is secured or
guaranteed, and, to the maximum extent permitted by applicable law, Tenant
hereby irrevocably waives the benefits of all such laws.


 


Section 10.    Further
Assurances as to Collateral; Attorney-in-Fact. 
From time to time hereafter, Tenant will execute and deliver, or will
cause to be executed and delivered, such additional instruments, certificates
or documents (including, without limitation, financing statements, renewal
statements, mortgages, collateral assignments and other security documents),
and will take all such actions as the Secured Parties may reasonably request,
for the purposes of implementing or effectuating the provisions of this
Agreement or of more fully perfecting or renewing the Secured Parties’ rights
with respect to the Collateral (or with respect to any additions thereto or
replacements or proceeds thereof or with respect to any other property or
assets hereafter acquired by Tenant which may be deemed to be a part of the
Collateral) pursuant hereto and thereto. 
The Secured Parties are hereby appointed the attorney-in-fact, with full
power of substitution, of Tenant for the purpose of carrying out the provisions
of this Agreement and taking any action, including, without limitation,
executing, delivering and filing applications, certificates, instruments and
other documents and papers with governmental authorities, and executing any
instruments, including without limitation financing or continuation statements,
deeds to secure debt, mortgages, assignments, conveyances, assignments and
transfers which are required to be taken or executed by Tenant under this
Agreement, on its behalf and in its name which appointment is coupled with an
interest, is irrevocable and durable and shall 


 


17

















 


survive the subsequent dissolution, disability or
incapacity of Tenant.


 


Section 11.    Arbitration.
 The Secured Parties or Tenant may elect to
submit any dispute hereunder that has an amount in controversy in excess of
$250,000 to arbitration hereunder.  Any
such dispute shall be resolved in accordance with the Commercial Arbitration Rules of
the American Association then pertaining and the decision of the arbitrators
with respect to such dispute shall be binding, final and conclusive on the
parties.


 


In the
event the Secured Parties or Tenant shall elect to submit any such dispute to
arbitration hereunder, the Secured Parties and Tenant shall each appoint and
pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’
recent professional experience in the general subject matter of the
dispute.  Notice of such appointment
shall be sent in writing by each party to the other, and the arbitrators so
appointed, in the event of their failure to agree within thirty (30) days after
the appointment of the second arbitrator upon the matter so submitted, shall
appoint a third arbitrator.  If either
the Secured Parties or Tenant shall fail to appoint an arbitrator, as aforesaid,
for a period of twenty (20) days after written notice from the other party to
make such appointment, then the arbitrator appointed by the party having made
such appointment shall appoint a second arbitrator and the two (2) so
appointed shall, in the event of their failure to agree upon any decision
within thirty (30) days thereafter, appoint a third arbitrator.  If such arbitrators fail to agree upon a
third arbitrator within forty five (45) days after the appointment of the
second arbitrator, then such third arbitrator shall be appointed by the
American Arbitration Association from its qualified panel of arbitrators, and
shall be a person having at least ten (10) years’ recent professional
experience as to the subject matter in question.  The fees of the third arbitrator and the
expenses incident to the proceedings shall be borne equally between the Secured
Parties and Tenant, unless the arbitrators decide otherwise.  The fees of respective counsel engaged by the
parties, and the fees of expert witnesses and other witnesses called for the
parties, shall be paid by the respective party engaging such counsel or calling
or engaging such witnesses.


 


The
decision of the arbitrators shall be rendered within thirty (30) days after
appointment of the third arbitrator. 
Such decision shall be in writing and in duplicate, one counterpart
thereof to be delivered to the Secured Parties and one to Tenant.  A judgment of a court of competent
jurisdiction 


 


18

















 


may be entered upon the award of the arbitrators in
accordance with the rules and statutes applicable thereto then obtaining.


 


Section 12.    Appointment
of Agent for Secured Parties.  Each of the Secured Parties hereby
appoints CCC Financing I Trust as its agent for the following purposes under
this Agreement (including, without limitation, the full power and authority to
act on the Secured Parties’ behalf for such purposes): (i) to give or
receive notices, demands, claims and other communications on behalf of the Secured
Parties under this Agreement and (ii) to receive and hold any and all
Collateral which is to be delivered from time to time by Tenant to the Secured
Parties in accordance with the terms and conditions of this Agreement.


 


Section 13.    Miscellaneous.


 


(a)           Tenant
agrees that its obligations and the rights of the Secured Parties hereunder and
in respect of the Obligations may be enforced by specific performance hereof
and thereof and by temporary, preliminary and/or final injunctive relief
relating hereto and thereto, without necessity for proof by the Secured Parties
or any holder of the Obligations that it would otherwise suffer irreparable
harm, and Tenant hereby consents to the issuance of such specific and
injunctive relief.


 


(b)           Any
notice or demand upon Tenant or the Secured Parties shall be deemed to have
been sufficiently given when given in accordance with the provisions of the
Amended Lease No. 2.


 


(c)           None
of the terms and conditions of this Agreement may be changed, waived, modified
or varied in any manner whatsoever unless in writing duly signed by Tenant and
the Secured  Parties.  No notice to or demand on Tenant in any case
shall entitle Tenant to any other or further notice or demand in similar or
other circumstances or constitute a waiver of any of the rights of the Secured
Parties to any other or further action in any circumstances without notice or
demand.


 


(d)           The
obligations of Tenant hereunder shall remain in full force and effect without
regard to, and shall not be impaired by, (i) any bankruptcy, insolvency,
reorganization, arrangement, readjustment, composition, liquidation or the like
of Tenant; (ii) any exercise or non-exercise, or any waiver of, any right,
remedy, power or privilege under or in respect of this Agreement, the Amended
Lease No. 2 or any document or agreement executed in connection herewith
or therewith, the 


 


19

















 


Obligations or any
security for any of the Obligations; or (iii) any amendment to or
modification of any of the Amended Lease No. 2 or any document or
agreement executed in connection herewith or therewith, the Obligations or any
security for any of the Obligations; whether or not Tenant shall have notice or
knowledge of any of the foregoing.  The
rights and remedies of the Secured Parties herein provided for are cumulative
and not exclusive of any rights or remedies which the Secured Parties would
otherwise have, including, without limitation, under the Amended Lease No. 2
or any document or agreement executed in connection herewith or therewith.  This Agreement is intended as a supplement
for and is not intended to supersede in any respect the Amended Lease No. 2
or any document or agreement executed in connection herewith or therewith.  Each Entity comprising Tenant hereunder shall
be jointly and severally liable for the payment and performance of each and
every obligation and liability of Tenant hereunder.


 


(e)           This
Agreement shall be binding upon Tenant and its successors and assigns and shall
inure to the benefit of the Secured Parties, and its respective successors and
assigns.  All agreements, representations
and warranties made herein shall survive the execution and delivery of this
Agreement.


 


(f)            The
descriptive headings of the several sections of this Agreement are inserted for
convenience only and shall not in any way affect the meaning or construction of
any provision of this Agreement.


 


(g)           Any
provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibitions or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 


(h)           This
Agreement shall be interpreted, construed, applied and enforced in accordance
with the laws of the Commonwealth of Massachusetts applicable to contracts
between residents of Massachusetts which are to be performed entirely within
Massachusetts, regardless of (i) where this Agreement is executed or
delivered; or (ii) where any payment or other performance required by this
Agreement is made or required to be made; or (iii) where any breach of any
provision of this Agreement occurs, or any cause of action otherwise accrues;
or (iv) where any action or other proceeding is instituted or pending; or (v) the
nationality, citizenship, domicile, 


 


20

















 


principle place of
business, or jurisdiction of organization or domestication of any party; or (vi) whether
the laws of the forum jurisdiction otherwise would apply the laws of a
jurisdiction other than the Commonwealth of Massachusetts; or (vii) any
combination of the foregoing.  Notwithstanding
the foregoing, to the extent that matters of title, or creation, perfection and
priority of the security interests created hereby, or procedural issues of
foreclosures are required to be governed by the laws of the state in which the
Collateral, or relevant part thereof, is located, the laws of such State shall
apply.


 


Section 14.    NONLIABILITY
OF TRUSTEES.  THE DECLARATIONS OF TRUST ESTABLISHING
CERTAIN ENTITIES COMPRISING THE SECURED PARTIES, COPIES OF WHICH, TOGETHER WITH
ALL AMENDMENTS THERETO (COLLECTIVELY, THE “DECLARATIONS”), ARE DULY
FILED WITH THE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND,
PROVIDE THAT THE NAMES OF SUCH ENTITIES REFER TO THE TRUSTEES UNDER SUCH
DECLARATIONS COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND
THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF SUCH ENTITIES SHALL
BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF,
OR CLAIM AGAINST, SUCH ENTITIES.  ALL
PERSONS DEALING WITH SUCH ENTITIES, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS
OF SUCH ENTITIES FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY
OBLIGATION.


 


Section 15.    Original Security
Agreements.  The Secured Parties and Tenant acknowledge
and agree that this Agreement amends and restates the Original Security
Agreements in their entirety with respect to the Collateral and that this
Agreement shall govern the rights and obligations of the Secured Parties and
Tenant with respect to the Collateral from and after the date of this
Agreement.  Notwithstanding the
foregoing, the Original Security Agreements shall continue to govern the rights
and obligations of the Secured Parties and Tenant with respect to the
Collateral prior to the date of this Agreement.


 


[Remainder of page intentionally
left blank.]


 


21
















 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
under seal as of the date first above written.


 


	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
  FS  COMMONWEALTH
  LLC,

  
	
   

  	
  FS  PATRIOT LLC,

  
	
   

  	
  FS  TENANT HOLDING COMPANY TRUST, and

  
	
   

  	
  FS  TENANT POOL III TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Travis K. Smith

  
	
   

  	
   

  	
  Travis
  K. Smith

  
	
   

  	
   

  	
  Vice
  President of each of the 

  
	
   

  	
   

  	
  foregoing
  entities

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FS
  COMMONWEALTH LLC

  
	
   

  	
  Corporate
  Organizational Number:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FS
  PATRIOT LLC

  
	
   

  	
  Corporate
  Organizational Number:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FS
  TENANT HOLDING COMPANY TRUST

  
	
   

  	
  Corporate
  Organizational Number:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FS
  TENANT POOL III TRUST

  
	
   

  	
  Corporate
  Organizational Number:

  
	
   

  	
   

  
	
   

  	
   

  



 

















 


	
   

  	
  SECURED
  PARTIES:

  
	
   

  	
   

  
	
   

  	
  CCC
  FINANCING I TRUST,

  
	
   

  	
  CCC
  OF KENTUCKY TRUST,

  
	
   

  	
  CCC
  OHIO HEALTHCARE TRUST,

  
	
   

  	
  CCC
  PUEBLO NORTE TRUST

  
	
   

  	
  CCC
  INVESTMENTS I, L.L.C.,

  
	
   

  	
  CCCP
  SENIOR LIVING LLC,

  
	
   

  	
  CCDE
  SENIOR LIVING LLC,

  
	
   

  	
  CCFL
  SENIOR LIVING LLC,

  
	
   

  	
  CCOP
  SENIOR LIVING LLC,

  
	
   

  	
  CCSL
  SENIOR LIVING LLC,

  
	
   

  	
  LTJ
  SENIOR COMMUNITIES LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard A. Doyle

  
	
   

  	
   

  	
  Richard
  A. Doyle

  
	
   

  	
   

  	
  Treasurer
  and Chief Financial

  
	
   

  	
   

  	
  Officer
  of each of the foregoing 

  
	
   

  	
   

  	
  entities

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CCC

  	
  FINANCING
  LIMITED, L.P.

  
	
   

  	
  By:

  	
  CCC
  RETIREMENT TRUST,

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Richard A. Doyle

  
	
   

  	
   

  	
   

  	
  Richard
  A. Doyle

  
	
   

  	
   

  	
   

  	
  Treasurer
  and Chief Financial 

  
	
   

  	
   

  	
   

  	
  Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CCC

  	
  RETIREMENT
  COMMUNITIES II, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  CRESTLINE
  VENTURES LLC,

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Richard A. Doyle

  
	
   

  	
   

  	
   

  	
  Richard
  A. Doyle

  
	
   

  	
   

  	
   

  	
  Treasurer
  and Chief Financial 

  
	
   

  	
   

  	
   

  	
  Officer
  

  
						



 

















 


	
   

  	
  HRES1
  PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard A. Doyle

  
	
   

  	
   

  	
  Richard
  A. Doyle

  
	
   

  	
   

  	
  Treasurer
  and Chief Financial 

  
	
   

  	
   

  	
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LEISURE
  PARK VENTURE LIMITED 

  
	
   

  	
  PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  CCC
  LEISURE PARK CORPORATION,

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Richard A. Doyle

  
	
   

  	
   

  	
   

  	
  Richard
  A. Doyle

  
	
   

  	
   

  	
   

  	
  Treasurer
  and Chief Financial 

  
	
   

  	
   

  	
   

  	
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PANTHER
  HOLDINGS LEVEL I, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PANTHER
  GENPAR TRUST,

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Richard A. Doyle

  
	
   

  	
   

  	
   

  	
  Richard
  A. Doyle

  
	
   

  	
   

  	
   

  	
  Treasurer
  and Chief Financial 

  
	
   

  	
   

  	
   

  	
  Officer
  

  
							



 

















 


SCHEDULE
1


 


CHIEF EXECUTIVE OFFICE:


 


                                                400 Centre Street


                                                Newton,
Massachusetts  02458


 


PRINCIPAL PLACE OF
BUSINESS:


 


                                                400 Centre Street


                                                Newton,
Massachusetts  02458


 

















 


SCHEDULE
2


 


THE FACILITIES


 


ARIZONA:


 


                Forum at Desert Harbor


                                13840 North Desert Harbor Drive


                                Peoria, AZ 85381


 


                Forum at Pueblo Norte


                                7090 East Mescal Street


                                Scottsdale, AZ 85254


 


                Forum at Tucson


                                2500 North Rosemont Boulevard


                                Tucson, AZ 85712


 


CALIFORNIA:


 


                The Remington Club I


                                16925 Hierba Drive


                                San Diego, CA 92128


 


                The Remington Club II


                                16916 Hierba Drive


                                San Diego, CA 92128


 


DELAWARE:


 


                Millcroft


                                255 Possum Park Rd


                                Newark, DE 19711


 


                Forwood Manor


                                1912 Marsh Rd


                                Wilmington, DE 19810


 


                Foulk Manor North


                                1212 Foulk Road


                                Wilmington, DE 19803


 


                Foulk Manor South


                                407 Foulk Road


                                Wilmington, DE 19803


 

















 


                Shipley Manor


                                2723 Shipley Road


                                Wilmington, DE 19810


 


FLORIDA:


 


                Park Summit at Coral Springs


                                8500 Royal Palm Blvd


                                Coral Springs, FL 33065


 


                Forum at Deer Creek


                                3001 Deer Creek Country Club Boulevard


                                Deerfield Beach, FL 33442


 


                Springwood Court


                                12780 Kenwood Lane


                                Fort Myers, FL 33907


 


                Coral Oaks


                                900 West Lake Road


                                Palm Harbor, FL 77381


 


                Fountainview


                                111 Executive Center Drive


                                West Palm Beach, FL 33411


 


INDIANA:


 


                Forum at the Crossing


                                8505 Woodfield Crossing


                                Indianapolis, IN 46240


 


KANSAS:


 


                Forum at Overland Park


                                3501 West 95th Street


                                Overland Park, KS 66206


 


KENTUCKY:


 


                Lafayette at Country Place


                                690 Mason Headley Road


                                Lexington, KY 40504


 


                Lexington


                                700 Mason Headley Road


                                Lexington, KY 40504


 

















 


                Forum at Brookside


                                200 Brookside Drive


                                Louisville, KY 40243


 


MASSACHUSETTS:


 


                Braintree
Rehabilitation Hospital


                                250
Pond Street


                                Braintree,
MA 02184


 


                Gables
at Winchester


                                299
Cambridge Street


                                Winchester,
MA 01890


 


                New
England Rehabilitation Hospital


                                2
Rehabilitation Way


                                Woburn,
MA 01801


 


NEW JERSEY:


 


                Leisure
Park


                                1400
Route 70


                                Lakewood,
NJ 08701


 


NEW MEXICO:


 


                Montebello


                                10500 Academy Road


                                Albuquerque, NM 87111


 


OHIO:


 


                Forum at Knightsbridge


                                4590 Knightsbridge Boulevard


                                Columbus, OH 43214


 


SOUTH CAROLINA:


 


                Myrtle Beach Manor


                                9547 Highway 17 North


                                Myrtle Beach, SC 29576


 


TEXAS:


 


                Forum at Park Lane


                                7831 Park Lane


                                Dallas, TX 75225


 

















 


                Montevista


                                1575 Belvidere Street


                                El Paso, TX 79912


 


                Forum at Memorial Woods


                                777 North Post Oak Road


                                Houston, TX 77024


 


                Forum at Lincoln Heights


                                311 West Nottingham Road


                                San Antonio, TX 78209


 


                Forum at Woodlands


                                5055 W Panther Creek Drive


                                Woodlands, TX 77381